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HomeMy WebLinkAbout23P125 - HR Green Pacific, Inc.CONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Signatures: Insurance: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: Submitted on: By: Contract Abstract Form Rev 5.3.2023 Broadband Master Plan Ken Price kprice@hrgreen.com provide the City with a Broadband Master Plan $162,220 July 1, 2023 through June 30, 2024 Yes HR Green Pacific, Inc. Information Technology Larry Klingaman 23P125 N/A Yes Yes Yes N/A Yes 5/24/2023 Brian Sotak-Rossman No DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 June 29, 2023 Revised 4.13.23 Page 1 of 25 CONTRACT SERVICES AGREEMENT 23P125 BROADBAND MASTER PLAN THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on July 1, 2023, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and HR GREEN PACIFIC, INC., a California corporation, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”. RECITALS A. City requires the services of a licensed and qualified firm to provide a broadband master plan, (“Project”). B. Contractor has submitted to City a proposal to provide a broadband master plan, to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Contractor for the Project. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit “A” and incorporated herein by reference (the “Services” or “Work”). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 Revised 4.13.23 Page 2 of 25 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit “A.” Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Contractor to any additional compensation regardless of the Party responsible for the delay. 3. COMPENSATION OF CONTRACTOR 3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $162,220.00. 3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City’s finance director. Payments shall be based on the hourly rates set forth in Exhibit “A” for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor’s invoice. 3.3 Changes. In the event any change or changes in the Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 Revised 4.13.23 Page 3 of 25 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit “A.” Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of one year, commencing on July 1, 2023, and ending on June 30, 2024, unless extended by mutual written agreement of the Parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action. Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City. DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 Revised 4.13.23 Page 4 of 25 5. COORDINATION OF WORK 5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified Services: George A. Wentz (name), Vice President (title). It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor’s work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. Contractor shall not have any authority to bind City in any manner. 5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 Revised 4.13.23 Page 5 of 25 without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor. Name: Title: HR Green Pacific, Inc. Vice President 5.6 California Labor Code Requirements. A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). B. If the Services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 Revised 4.13.23 Page 6 of 25 including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 7.2 Design Professional Services Indemnification and Reimbursement. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. 8. RECORDS AND REPORTS 8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents. DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 Revised 4.13.23 Page 7 of 25 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall provide City, or other agents of City, such access to Contractor’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor’s performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Contractor. Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 Revised 4.13.23 Page 8 of 25 9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non- discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 Revised 4.13.23 Page 9 of 25 writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either Party may change its address by notifying the other Party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Contractor: HR Green Pacific, Inc. Attention: George A. Wentz 44651 Village Court, Suite 123 Palm Desert, CA 92260 11.2 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 Revised 4.13.23 Page 10 of 25 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 11.10 Compliance with Economic Sanctions in Response to Russia's Actions in Ukraine. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Exhibit “C” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section. [SIGNATURES ON NEXT PAGE] DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 Revised 4.13.23 Page 11 of 25 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND HR GREEN PACIFIC, INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _______________________________________ By: _________________________________________ Signature Signature (2nd signature required for Corporations) Date: Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: _________________ Item No. _________ APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 6/7/2023 6/7/2023 6/29/2023 06/29/2023 1:M Revised 4.13.23 Page 12 of 25 EXHIBIT “A” SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 Revised 4.13.23 Page 13 of 25 1.1 Background: A. The City of Palm Springs has identified the importance of encouraging the development of reliable and cost-effective next generation broadband (“broadband”) services. As such, the City’s approved budget includes funding for the evaluation and development of strategies for the short-term and long-term development of advanced broadband services within the City. “Next generation” broadband services are becoming available in several cities, and it is anticipated that “next generation” broadband services have a net positive economic and social impact to local economies, while enhancing a community’s quality of life through expanded innovation opportunities, workforce development training, the narrowing of the digital and/or economic divide and improved organizational operation efficiencies. B. The City of Palm Springs’s Broadband Master Plan upon completion will: 1. Develop a greater understanding with residents, businesses and other governmental entities regarding the need and value of next generation high- speed broadband service. 2. Engage and educate specific and general members of the public regarding the technology of delivering broadband. 3. Determine the community’s needs and desires regarding broadband. 4. Research and evaluate the current supply of broadband communications assets, products and services in the City and region. 5. Create a structured evaluation of the wide range of strategies available to the City to facilitate the availability of “Next Generation” broadband service in Palm Springs. This will include inventory of assets, objective market demand research, financial modeling and feasibility including a cost benefit analysis for the City being a service provider to underserved communities. 6. Analyze implementation scenarios evaluated through modeling, fiscal analysis and strategies for policies and business practices. 1.2 Scope: A. The Contractor shall develop a Broadband Master Plan for the City of Palm Springs. The scope is broken into eight tasks with deliverables for each task; the deliverables shall be combined to form the final deliverable (i.e., a comprehensive Master Plan). Contractor shall facilitate bi-weekly engagements throughout the project to provide updates on major milestones, enable discussion with the City’s project team and stakeholders, and seek approval of the City’s project team leader of the Contractor’s recommendations. 1. Task 1: Kick-Off Meeting and Project Management Plan a. Contractor’s Project Manager and core project staff shall meet with the City’s project manager and staff to launch the project. The kick-off session will enable an understanding of the City’s long-term vision and expected timeline. Contractor shall seek guidance on any potential hurdles or areas of concern, as well as insight into the City’s knowledge of fiber and wireless service providers’ plans for future expansion. b. The specific agenda items for the kick-off meeting includes: 1. Introduce team members and identify project stakeholders. DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 Revised 4.13.23 Page 14 of 25 2. Confirm project goals, objectives, and milestones. 3. Transfer relevant maps, studies, and documents to the Contractor project team, including existing City GIS data (e.g., fiber assets, traffic signal poles, City buildings) and data related to permitted construction projects, upcoming capital projects, wireless facility siting applications, and existing City policies. 4. Discuss Contractor’s draft project plan and submit to the City’s project manager prior to the meeting. The plan shall outline tasks, deliverables, schedules, and responsibilities within the team. c. The goal in this orientation is to hear from the City’s project team and present an overview of the approach. Lessons learned from similar client projects will be discussed. d. Based on the project goals and priorities discussed at the meeting, as well as other feedback received, Contractor shall refine the initial project plan to reflect any updates or changes to the scope or timeline. e. Deliverable: Project Management Plan 2. Task 2: Identify and Inventory Assets a. Contractor shall to the extent feasible given publicly available information, assess the City’s existing broadband infrastructure assets (owned and leased), as well as fiber assets and related facilities within the City. The City wants this information to be collected, updated and organized, and for the condition, capacity and suitability of these assets to be evaluated by professionally qualified technical personnel using best engineering practices. The City is already working with Coachella Valley Association of Governments (CVAG) on their deployment of the Golden State Middle Mile program and coordination with CVAG will be imperative. b. Drawing on the City’s GIS data, as-built drawings, and other data provided by the City’s staff, as well as Contractor’s independent information gathering, Contractor shall perform a desk inventory of: 1. City’s fiber assets 2. City assets that could support fiber network deployment. 3. City assets that currently or could accommodate small cell antennas, including but not limited to street light poles, traffic signal poles, water tanks, stadium lights, and City buildings. 4. Private broadband infrastructure (e.g., dark fiber), to the extent public data exists. 5. CVAG and other public agencies assets that could support fiber network deployment. 6. Inventory of current and potential future City Capital Projects 7. Inventory and capacity estimate of broadband‐relevant city‐owned real estate, including but not limited to existing and potential wireless sites and wireline node locations (e.g. cabinets, fiber huts, data centers) DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 Revised 4.13.23 Page 15 of 25 c. The plan should provide next steps for implementing the Broadband Infrastructure Master Plan including estimates on the cost of each implementation phase, and a conceptual road map for long‐term implementation of all recommendations. d. Contractor shall first review the City’s GIS layers, records of existing and planned wireless facility siting, and other related data to identify the scope of existing inventoried assets. Contractor shall then review the City’s as-builts to identify City-owned assets that are not in the City’s GIS maps. e. Through this task Contractor shall develop some of the key information required to develop a network design, cost estimates, and strategic guidance to the City. Contractor shall advise the City on its current map data and identify gaps (shortcomings) in the existing infrastructure as compared to a carrier-grade network. f. Contractor’s deliverable for this task, which will inform Contractor designs in later tasks, shall be inventory data in a format suitable for future integration into the City’s GIS layers. g. Deliverable: Technical memorandum outlining inventory 3. Task 3: Needs Assessment and Goal Setting a. Contractor shall seek to determine current Internet use and identify where gaps exist between demand and availability. Contractor shall aggregate and analyze a wide range of publicly available datasets (local, state, federal, and commercial datasets, to the extent they are available) and any data the City can provide to understand current internet utilization in the City’s residential, commercial and institutional markets. Contractor will also rely on deep knowledge of the current providers and market environment in the region. b. In addition to this data analysis, Contractor shall conduct six group meetings via videoconference or teleconference with representatives of the key potential user groups (e.g., government, schools, institutions, businesses, residential) to understand their needs. c. In terms of assessing the City government’s needs for communications infrastructure in particular, Contractor shall facilitate in-depth discussions with representatives of the City’s departments who have technical knowledge and operational responsibilities for departmental activities that include or could include communications infrastructure. Contractor shall consider this needs assessment effort broadly, seeking to gather input from City staff not just on governmental operations, but also on needs for public facing Wi-Fi, commercial broadband services, residential broadband services, and communications support for emerging technologies. In this way, the outreach to City staff will provide inputs on needs in the other sectors, as well. d. Through this outreach Contractor shall seek to identify the City’s fiber broadband needs, and to develop an anecdotal inventory of opportunities and functions that fiber connectivity might support. This outreach shall include, to DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 Revised 4.13.23 Page 16 of 25 the extent feasible, an attempt to identify the leased circuit costs that the City could reduce or eliminate through expanded City-owned fiber. e. Through these discussions Contractor shall also seek to identify current or necessary policies, procedures, regulations, engineering standards, budgets, etc. that would have a positive effect on the City’s ability to implement the Master Plan (See Task 8). f. These discussions shall also enable Contractor to identify opportunities for efficient, cost-effective deployment options. Across the full range of City government departments, there may be many initiatives, such as street furniture replacement, that could become part of an overall strategic plan for technology deployment (Kiosks, bus shelters, streetlights, traffic signals, and benches are all potential targets of opportunity for a coordinated plan). g. To develop a list of participants for this needs assessment task, Contractor shall work with the City to identify a comprehensive list of City departments to include in the assessment (e.g., Airport, Public Works, Economic Development, Public Safety, Traffic, and other Internet of Things [IoT]-related project areas), as well as representatives of other stakeholder groups (e.g., the business community, schools, institutions). h. The outcome from these meetings shall include an identification of the City government’s needs, concerns, and priorities related to fiber and wireless network communications infrastructure. i. Deliverable: Technical memorandum summarizing the needs assessment (including data sources consulted, interviews facilitated, and significant findings)—and the implications of those needs on the City’s fiber deployment plans. 4. Task 4: Conceptual Network Routes and Infrastructure Requirements a. Based on the inventory Contractor developed in Task 2 and the insights and input received during the needs assessment process in Task 3, Contractor shall identify and recommend options for both using the City’s existing fiber and cost-effectively expanding it. Contractor shall also evaluate aerial and underground construction options and shall seek to maximize the use of existing City-owned assets where feasible. b. Conceptual fiber network routes shall be designed to support government- facing operations and the City’s technology projects, as well as being a resource for wireless providers, enabling economic development efforts and public-facing Wi-Fi, and potentially supporting residential and commercial broadband services. Contractor’s analysis in this task shall also inform the analysis in Task 6 and Task 7, including the factors necessary to attract potential network customers and service providers. c. Deliverable: Technical memorandum outlining conceptual network routes and infrastructure requirements. 5. Task 5: Technical Specifications and Cost Estimation a. In this task, Contractor shall help the City understand the available technology options for meeting its needs. Contractor shall focus not just on technological capabilities (i.e., the ability of a solution to meet end users’ DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 Revised 4.13.23 Page 17 of 25 needs), but also on operating costs, product lifecycles, and other issues related to the long-term financial sustainability of the City’s efforts. Contractor shall recommend broadband infrastructure that can support service providers (if that is the City’s chosen business model) as well as City government and public safety needs and requirements. b. Contractor’s engineers shall prepare a system-level design and cost estimate for a fiber network to meet the City’s stated goals and identified needs. The network design shall connect businesses/economic development target areas, underserved areas and City facilities. Contractor’s design shall enable either City or third-party operations, and a multi-phase buildout. c. To be clear, Contractor will not create a system-level design or a detailed design. Rather, Contractor shall create a high-level network topology and architecture based on the needs identified and the other information Contractor develops through asset inventory and desk review of the City’s GIS maps and as-builts. This architecture shall describe an expanded, City- operated fiber infrastructure that can support open network operations and the City’s identified needs, likely including wireless deployment for IoT and other uses. Contractor shall also develop a high-level cost estimate (capital and operating) for the recommended network. d. The network Contractor recommends shall leverage the City’s existing fiber and infrastructure, shall reflect best practices for security and resiliency, shall consider innovative approaches such as smart poles that can incorporate small cell antennas, and shall support both City and public-facing uses. e. Contractor shall prepare cost estimates and supporting documentation for fiber deployment, inclusive of anticipated construction labor, materials, engineering, permitting, pole attachment licensing, quality control, and testing. f. Supporting documentation shall include summary tables of key project metrics generated for cost estimation purposes, including estimated fiber plant mileage; number of homes and businesses; and anticipated percentages of aerial versus underground construction. Additionally, Contractor shall provide a narrative to explain key construction characteristics that impact the cost estimates. g. Contractor should provide that the cost estimates shall allow the City to inform future cost estimates for detailed engineering of specific phases, as well as to properly scope construction phases according to particular budgetary constraints. h. As is typical in this phase of a fiber construction project, the cost estimates are not based on a detailed design, environmental assessment, or geotechnical analysis of soil composition. As a result, actual costs may vary due to unknown factors, including: 1) costs of private easements, 2) utility pole replacement and make ready costs, and 3) subsurface hard rock. Contractor shall incorporate suitable assumptions to address these items based on experience. i. Deliverable: Technical memorandum describing high-level technical specification and cost estimate. DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 Revised 4.13.23 Page 18 of 25 6. Task 6: Capital Project Analysis and Grant Technical Materials a. Drawing on information provided by the City’s Public Works and Community Development Departments, Contractor shall review the City’s five-year Capital Improvement Project forecast and provide technical details including cost estimates, narratives, and other data to indicate that the project is shovel-ready for the City to pursue technical assistance grants that will provide funding for the next phase of implementation. b. Deliverable: Technical memorandum addressing projects which are shovel- ready. 7. Task 7: Assessment of City Policy a. The City has some existing policies, practices and ordinances, that directly or indirectly have an impact on broadband infrastructure development, deployment and use. The City wishes to have (1) these policies collected, cataloged and summarized in a comprehensive manner; (2) gaps identified; and (3) recommendations regarding policies and other best practices that cities have used to increase broadband quality and access to ensure City service resilience, support business/ economic development, and increase equitable growth; and (4) information regarding potential costs and replicability of those policies for the City of Palm Springs. b. These policies will include but not necessarily be limited to: 1. Mission statements. 2. General plan, master plans and other land use policies. 3. Broadband‐specific plans, policies and ordinances, including Dig once/open trench/shadow conduit/excavation policies, aesthetics policy, GIS logging and digital plan submission, and broadband infrastructure construction standards, including but not limited to conduit specifications, broadband building standards, smart building requirements, and specifications for public facilities, new construction and major remodeling projects. 4. Fiduciary requirements, constraints and procedures, including those related to City network operations and ownership, and the private use of municipal assets, including but not limited to master leases. 5. Regulatory policy, including but not limited to City's currently established role, franchise compliance, enforcement liaison with other agencies, and competitive access to multiple occupancy buildings. 6. Government operations, including but not limited to online access to City services, online permitting, open data and public housing facilities. 7. Wireless facilities permitting. c. Deliverable: Compilation and summary evaluation of existing broadband relevant City of Palm Springs policies, and an identification of policy areas that might require creation and further development in subsequent. 8. Task 8: Master Plan Compilation and Approval Process Support DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 Revised 4.13.23 Page 19 of 25 a. The final deliverable shall be a Broadband Master Plan, incorporating the output of work in all prior tasks. Contractor shall compile the technical memoranda prepared for each of those tasks into a comprehensive Master Plan to include an executive summary, final recommendations, and an implementation roadmap. b. Contractor shall deliver a draft version of the report in Microsoft Word format for the City’s review and then prepare a final report based on the City’s feedback. As with all projects of this nature, Contractor shall deliver maps and location data developed in a format that the City can incorporate into its existing GIS data. c. Deliverable: Draft and Final Broadband Master Plan. 1.3 Schedule: The anticipated schedule is detailed below: Preliminary Schedule Tasks July 2023 Kick-Off Meeting & Project Management Plan July – August 2023 Identify and Inventory Assets Needs Assessment & Goal Setting August – September 2023 Needs Assessment & Goal Setting September – October 2023 Conceptual Network Routes and Infrastructure requirements September – October 2023 Technical Specifications and Cost Estimation September – October 2023 Capital Project Analysis and Grant Technical Materials September – October 2023 Assessment of City Policy October – November 2023 Master Plan Compilation and Approval Process Support 1.4 Compensation: Work will be compensated on a lumpsum basis for each task. Contractor will also provide a rate for additional 2-hour videoconference-based workshop. Contract pricing includes all labor, expenses, and incidentals to complete the work outlined in the contract scope. The Contractor may request monthly payments based on the percentage of work completed for the previous month as long as a detailed progress report is provided to support the amount requested. No additional compensation will be due by the City unless the contract is modified for additional work requested by the City. DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 Revised 4.13.23 Page 20 of 25 DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 Revised 4.13.23 Page 21 of 25 EXHIBIT “B” INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 Revised 4.13.23 Page 22 of 25 INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor’s performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers’ compensation insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: _________ required ____X____ is not required; 4. Workers’ Compensation insurance in the statutory amount as required by the State of California and Employer’s Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Contractor’s insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it. For Workers’ Compensation and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 Revised 4.13.23 Page 23 of 25 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor’s services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor’s services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). C. "Should any of the above-described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 Revised 4.13.23 Page 24 of 25 D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s liability. DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 Revised 4.13.23 Page 25 of 25 EXHIBIT “C” EXECUTIVE ORDER N-6-22 CERTIFICATION Executive Order N-6-22 issued by Governor Gavin Newsom on March 4, 2022, directs all agencies and departments that are subject to the Governor’s authority to (a) terminate any contracts with any individuals or entities that are determined to be a target of economic sanctions against Russia and Russian entities and individuals; and (b) refrain from entering into any new contracts with such individuals or entities while the aforementioned sanctions are in effect. Executive Order N-6-22 also requires that any contractor that: (1) currently has a contract with the City of Palm Springs funded through grant funds provided by the State of California; and/or (2) submits a bid or proposal or otherwise proposes to or enter into or renew a contract with the City of Palm Springs with State of California grant funds, certify that the person is not the target of any economic sanctions against Russia and Russian entities and individuals. The contractor hereby certifies, SUBJECT TO PENALTY FOR PERJURY, that a) the contractor is not a target of any economic sanctions against Russian and Russian entities and individuals as discussed in Executive Order N-6-22 and b) the person signing below is duly authorized to legally bind the Contractor. This certification is made under the laws of the State of California. Signature: Printed Name: Title: Firm Name: Date: DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 6/7/2023 Timothy J. Hartnett HR Green Pacific,Inc Principal/VP CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 322-8328 BUSINESS LICENSE CERTIFICATE Fees Paid:$238.00 ISSUANCE OF THIS LICENSE DOES NOT ENTITLE THE LICENSEE TO OPERATE OR MAINTAIN A BUSINESS IN VIOLATION OF ANY OTHER LAW OR ORDINANCE. THIS IS NOT AN ENDORSEMENT OF THE ACTIVITY NOR OF THE APPLICANT'S QUALIFICATIONS. Business Name:HR Green Pacific, Inc. DBA: Owner:Michelle Byard Mailing Address:8710 EARHART LANE SW CEDAR RAPIDS, IA 52404 License Number:OC-000388-2023 Expiration Date:06/30/2024 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. Business Location:1260 CORONA POINTE CT Suite 305, CORONA, CA 92879 Business Description:ENGINEERING MANAGEMENT & CONSULTING SERVICES TO BE POSTED IN A CONSPICUOUS PLACE DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 5/30/2023 Holmes Murphy &Associates 2727 Grand Prairie Parkway Waukee IA 50263 Ashley Hampsher 319-896-7664 ahampsher@holmesmurphy.com ZURICH AMERICAN INS CO 16535 GRECOMPC ZURICH AMERICAN INS CO 16535HRGreenPacific,Inc. 44651 Village Ct Suite 123 Palm Desert,CA 92260 Travelers Property Casualty Co.America 25674 ZURICH AMERICAN INS CO 16535 XL Specialty Insurance 37885 997192492 A X 2,000,000 X 300,000 10,000 2,000,000 4,000,000 X X GLO373096713 1/1/2023 1/1/2024 4,000,000 B 2,000,000 X X X BAP373096813 1/1/2023 1/1/2024 C X X 10,000,000CUP8S97473323NF1/1/2023 1/1/2024 10,000,000 X 10,000 D XWC3730966131/1/2023 1/1/2024 1,000,000 1,000,000 1,000,000 E Professional Liability (Claims Made Coverage)DPR5006485 1/1/2023 1/1/2024 Per Claim Aggregate 5,000,000 10,000,000 2302599:Palm Springs,CA -Broadband Master Plan Palm Springs,CA and its elected officials,officers,&employees are Additional Insureds on the Auto,Umbrella &General Liability on a primary and non-contributory basis as required by written contract with the Insured,per policy terms and conditions.The Workers Compensation contains a Waiver of Subrogation in favor of the Additional Insureds listed as required by written contract with the Insured,per policy terms and conditions.30 days notice of cancellation will be provided,with the exception of non-payment of premium,per policy terms and conditions. City of Palm Springs Procurement and Contracting Department City Hall 3200 E.Tahquitz Canyon Way Palm Springs CA 92262 DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are “insureds” for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Endorsement Effective Date: SCHEDULE Name Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION TO WHOM OR TO WHICH YOU ARE REQUIRED TO PROVIDE ADDITIONAL INSURED STATUS OR ADDITIONAL INSURED STATUS ON A PRIMARY, NON-CONTRIBUTORY BASIS, IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT EXECUTED PRIOR TO LOSS, EXCEPT WHERE SUCH CONTRACT OR AGREEMENT IS PROHIBITED BY LAW. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an “insured” for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an “insured” under the Who Is An Insured provision contained in Paragraph A.1. of Section II – Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I – Covered Autos Coverages of the Auto Dealers Coverage Form. Named Insured:HR GREEN PACIFIC, INC. POLICY NUMBER: BAP 3730968 COMMERCIAL AUTO CA 20 48 10 13 -13 DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 Additional Insured – Automatic – Owners, Lessees Or Contractors Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add’l. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Section II – Who Is An Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf, in the performance of your ongoing operations or "your work" as included in the "products-completed operations hazard", which is the subject of the written contract or written agreement. However, the insurance afforded to such additional insured: 1.Only applies to the extent permitted by law; and 2.Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services including: a.The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b.Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services. U-GL-1175-F CW (04/13) Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Named Insured: HR GREEN PACIFIC, INC. Address (including ZIP Code): 1260 Corona Point Court Corona, CA 92879 37-179-000 01/01/202401/01/2023GLO373096713 DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 C. The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV – Commercial General Liability Conditions: The additional insured must see to it that: 1.We are notified as soon as practicable of an "occurrence" or offense that may result in a claim; 2.We receive written notice of a claim or "suit" as soon as practicable; and 3.A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement requires that this coverage be primary and non-contributory. D. For the purposes of the coverage provided by this endorsement: 1.The following is added to the Other Insurance Condition of Section IV – Commercial General Liability Conditions: Primary and Noncontributory insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a.The additional insured is a Named Insured under such other insurance; and b.You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2.The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section IV – Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by a written contract or written agreement to provide coverage to the additional insured on a primary and non- contributory basis. E. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. F. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section III – Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the written contract or written agreement referenced in Paragraph A. of this endorsement; or 2.Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms and conditions of this policy remain unchanged. U-GL-1175-F CW (04/13) Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 Policy Number: WC373096613DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 THIS ENDORSEMENT CH ANGES THE POLICY. PLEASE READ IT CAREFULLY. LDD 465 0620 Page 1 of 1 12/21/2021 4:03:51 PM © 2020 X.L. America, Inc. All Rights Reserved. May not be copied without perm ission. NOTICE OF POLICY CANCELLATION –BLANKET NOTICE TO DESIGNATED ENTITIES This endorsement modifies insurance provided under the following: PROFESSIONAL, ENVIRONMENTAL AND NETWORK SECURITY LIABILITY POLICY –ARCHITECTS, CONSULTANTS AND ENGINEERS Section XI. OTHER CON DITIONS, Paragraph A. Cancellation is amended by the addition of the following: In th e event that th e Company cancels or non-renews this Policy during the POLICY PERIOD, th e Company agrees to provide thirty (30)days’ prior written notice of cancellation or non-renewal of th is Policy to any entity with whom the NAMED INSURED agreed in a written contract or agreement would be provided with notice of cancellation or non-renewal of this Policy, provided that: 1.The Company receives, at least thirty (30) days prior to the date of cancellation or non -renewal, a written request from the NAMED INSURED to provide notice of cancellation to entities designated by the NAMED INSURED to receive such notice; and 2.The written request includes the name, address and email of each person or entity designated by the NAMED INSURED to receive such notice. The Company will assume that the list provided to the company by the NAMED INSURED is a complete and accurate list. This endorsement does not apply to non-renewal of the Polic y at the end of the POLICY PERIOD or cancellation of the Policy for non-payment of premium to a prem ium fin ance company authorized to cancel the Policy. Furthermore, nothing contained in this endorsement shall be construed to provide any rights under the Policy to the entities receiving notice of cancellation pursuant to this endorsement, nor shall this endorsement amend or alter the effective date of cancellation stated in the cancellation notic e issued to the NAMED INSURED. All other terms and conditions of the Policy remain unchanged. This endorsement, effective 12:01 a.m ., forms a part of Policy No. Issued to Green Companies, Inc. by XL Specialty Insurance Company. 01/01/2023 DPR5006485 DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 01/01/2023CUP8S97473323NF DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 33 NOTIFICATION TO OTHERS OF CANCELLATION ENDORSEMENT This endorsement is used to add the following to Part Six of the policy. PART SIX CONDITIONS A. If we cancel this policy by written notice to you for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below. Notification to such person or organization will be provided at least 10 days prior to the effective date of the cancellation, as advised in our notice to you, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this policy by written notice to you for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of Days Notice: All other terms and conditions of this policy remain unchanged. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) WC 99 06 33 (Ed. 05-10) Includes copyrighted material of National Council on Compensation Insurance, Inc. with its permission. Page 1 of 1 Blanket as required by a written contract 30 Days Endorsement Effective Policy No. Endorsement No. Insured Premium $ 01/01/2023 WC373096613 DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 Notification to Others of Cancellation Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add’l. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1.To the name and address corresponding to each person or organization shown in the Schedule below; and 2.At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of Days Notice: Blanket as required by a written contract 30 All other terms and conditions of this policy remain unchanged. U-GL-1446-A CW (05/10) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 37-179-000 01/01/202401/01/2023GLO373096713 DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553 01/01/202401/01/2023BAP-373096813 37-179-000 DocuSign Envelope ID: 1FFA7BE6-D2AB-4117-BFD4-D74779447553